UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 8, 2024 (
(Exact name of registrant as specified in its charter)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
Community Health Systems, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on May 7, 2024. At the Annual Meeting, the Company’s stockholders voted on three proposals, each of which is described more fully in the Company’s Proxy Statement for the Annual Meeting. The following describes the matters that were submitted to the vote of the stockholders of the Company at the Annual Meeting and the result of the votes on these matters:
(1) The stockholders elected each of the following persons as directors of the Company for terms that expire at the 2025 annual meeting of stockholders of the Company and until their respective successors have been elected and have qualified:
Name |
For | Against | Abstain | Broker Non-Votes |
||||||||||||
(a) Susan W. Brooks |
82,623,811 | 5,344,738 | 335,118 | 19,880,576 | ||||||||||||
(b) Gen. Ronald L. Burgess, Jr. |
87,239,961 | 728,829 | 334,877 | 19,880,576 | ||||||||||||
(c) John A. Clerico |
86,732,268 | 1,205,641 | 365,758 | 19,880,576 | ||||||||||||
(d) Michael Dinkins |
87,226,833 | 742,723 | 334,111 | 19,880,576 | ||||||||||||
(e) James S. Ely III |
86,962,383 | 1,124,497 | 216,787 | 19,880,576 | ||||||||||||
(f) John A. Fry |
77,891,952 | 10,195,216 | 216,499 | 19,880,576 | ||||||||||||
(g) Joseph A. Hastings, D.M.D. |
83,481,863 | 4,593,098 | 228,706 | 19,880,576 | ||||||||||||
(h) Tim L. Hingtgen |
87,114,184 | 1,046,479 | 143,004 | 19,880,576 | ||||||||||||
(i) Elizabeth T. Hirsch |
87,220,184 | 749,354 | 334,129 | 19,880,576 | ||||||||||||
(j) William Norris Jennings, M.D. |
83,401,489 | 4,687,290 | 214,888 | 19,880,576 | ||||||||||||
(k) K. Ranga Krishnan, MBBS |
83,576,362 | 4,368,416 | 358,889 | 19,880,576 | ||||||||||||
(l) Fawn D. Lopez |
87,761,682 | 327,409 | 214,576 | 19,880,576 | ||||||||||||
(m) Wayne T. Smith |
83,978,683 | 3,910,115 | 414,869 | 19,880,576 | ||||||||||||
(n) H. James Williams, Ph.D. |
87,128,096 | 692,819 | 482,752 | 19,880,576 |
(2) The stockholders approved the advisory resolution regarding the Company’s executive compensation:
For |
Against |
Abstain |
Broker Non-Votes | |||
85,372,087 | 2,764,296 | 167,284 | 19,880,576 |
(3) The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024:
For |
Against |
Abstain |
Broker Non-Votes | |||
104,149,732 | 2,671,709 | 1,362,802 | n/a |
Item 8.01. | Other Events. |
On May 7, 2024, the Company issued a press release announcing the election of Fawn D. Lopez as a new member of the Company’s Board of Directors, as noted above. A copy of the press release is filed as Exhibit 99.1 to the Current Report on Form 8-K.
Item 9.01. | Financial Statements & Exhibits |
(d) | Exhibits |
Exhibit Number |
Description | |
99.1 | Community Health Systems, Inc. Press Release, dated May 7, 2024. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 8, 2024 | COMMUNITY HEALTH SYSTEMS, INC | |||||
(Registrant) | ||||||
By: | /s/ Tim L. Hingtgen | |||||
Tim L. Hingtgen | ||||||
Chief Executive Officer (principal executive officer) |